Merge, LLC/Port of Dubuque LLC Termination of Development AgreementCity of Dubuque
City Council
ACTION ITEMS # 4.
Copyrighted
February 2, 2026
ITEM TITLE: Merge, LLC/Port of Dubuque LLC Termination of
Development Agreement
SUMMARY: City Manager recommending City Council approval of the
Termination Agreement by and between the City of Dubuque,
Iowa, Port of Dubuque LLC, and Merge, LLC for a mixed -use
development to be located along the corner of Fifth and Bell
Streets, west of the Flexsteel corporate office building.
RESOLUTION Approving The Termination Agreement Of
The Development Agreement Between The City Of Dubuque,
Iowa And Merge, LLC, Dated November 18, 2019, As
Amended, In The City Of Dubuque, Iowa, Assigned By
Merge, LLC To Port Of Dubuque LLC By Assignment Of
Development Agreement Dated February 13, 2020
SUGGUESTED Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
1. MVM Memo Merge, LLC_Port of Dubuque LLC Termination of Development
Agreement
2. Staff Memo MVM_Merge Termination_01-27-2026
3. MERGE TERMINATION AGREEMENT Resolution
4. Termination Agreement —Signed by Merge
Page 743 of 865
Dubuque
THE CITY OF
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Masterpiece on the Mississippi zoo�•*o
rP PP 2017202019
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Merge, LLC/Port of Dubuque LLC Termination of Development Agreement
DATE: January 29, 2026
Senior Counsel Barry Lindahl is recommending City Council approval of the Termination
Agreement by and between the City of Dubuque, Iowa, Port of Dubuque LLC, and
Merge, LLC for a mixed -use development to be located along the corner of Fifth and
Bell Streets, west of the Flexsteel corporate office building.
Once the Termination Agreement is approved, the City Attorney's Office will schedule a
Closing and after that Closing the City will own property free and clear and can market it
to other developers.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
v
Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Barry Lindahl, Senior Counsel
Page 744 of 865
THE CITY OF
DUB E
Masterpiece on the Mississippi
BARRY A. LINDAHL, ESQ.
SENIOR COUNSEL
MEMO
To: Michael C. Van Milligen
City Manager
DATE: February 2, 2026
RE: MERGE, LLC/PORT OF DUBUQUE
DEVELOPMENT AGREEMENT
Dubuque
AII•AnerIn Cily
2007-2012.2013
2017*2019
LLC TERMINATION OF
The City of Dubuque and Merge, LLC entered into a Development Agreement dated
November 18, 2019, as amended for the development of property in the Port of Dubuque.
Merge, LLC is a development team focused on real estate development in Qualified
Opportunity Zones across the Midwest. The company's passion is creating mixed -use
developments in a city's urban core which reflect both a community's history and its
aspirations. Merge team members bring experience in real estate, economic
development, construction, city planning, space making, technology startups, and small
business.
Merge brought a formal proposal to City staff for a mixed -use development (the Project)
to be located in the Port of Dubuque. The $18 Million Project was intended to include
187 residential units and approximately twenty-three thousand (23,000) total square feet
of commercial/retail space. The project was to be located along the corner of Fifth and
Bell Streets, west of the Flexsteel corporate office building.
Merge assigned the Development Agreement to Port of Dubuque LLC by Assignment
dated February 13, 2020. Port of Dubuque LLC assumed the responsibilities of the
Developer in the Development Agreement.
The development property was conveyed to the Developer at the closing November 30,
2023.
Since that time, the Developer has on several occasions advised the City that due to
market conditions the Developer has been unable to obtain financing for the project.
OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA
SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944
TELEPHONE (563) 583-4113 / FAx (563) 583-1040 / EMAIL balesq@cityofdubuque.org
Page 745 of 865
The City has proposed to the Developer that without further delays for the project, it is in
the best interest of the parties to terminate the Development Agreement.
The Developer has accepted the Termination Agreement attached hereto. The Developer
agrees to:
(1) Convey the Property to City by Warranty Deed, free and clear of all liens
and encumbrances for no consideration;
(2) Deliver to City payment to the City for the following or a statement showing
that all real estate taxes on the Property prorated for fiscal year 2023-2024,
fiscal year 2024-2025, and prorated for fiscal year 2025-2026;
(3) Deliver to City a release of all easements on the Property;
(4) Deliver to City an instrument conveying all right, right and interest in the
Decorative Panels sold by City to Port of Dubuque.
In consideration for City waiving any rights it may have to declare the Developer in default,
the Developer waives any and all rights it may have under the default section of the
Development Agreement.
From and after the Closing, the Development Agreement shall stand as terminated and
no party shall have any rights or obligations to the other parties under the Development
Agreement and the parties hereby waive any and all claims they may have against the
other parties arising out of the Development Agreement.
Once the Termination Agreement is approved, we will schedule a Closing and after that
Closing the City will own property free and clear and can market it to other developers.
I recommend that the Termination Agreement be submitted to the Mayor and City Council
for consideration and approval.
OVA
Attachments
cc: Crenna Brumwell, City Attorney
Jill Connors, Economic Development Director
OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA
SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001-6944
TELEPHONE (563) 583-4113 / FAx (563) 583-1040 / EMAIL tsteckle@cityofdubuque.org
Page 746 of 865
Prepared by Barry A. Lindahl, Esq. 300 Main St Ste. 330 Dubuque IA 52001-6944 (563) 583-4113
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 13'" St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 32-26
APPROVING THE TERMINATION AGREEMENT OF THE DEVELOPMENT
AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND MERGE, LLC, DATED
NOVEMBER 18, 2019, AS AMENDED, IN THE CITY OF DUBUQUE, IOWA, ASSIGNED
BY MERGE, LLC TO PORT OF DUBUQUE LLC BY ASSIGNMENT OF
DEVELOPMENT AGREEMENT DATED FEBRUARY 13, 2020
Whereas, the City of Dubuque, Iowa (City), Port of Dubuque LLC (Port of
Dubuque) and Merge, LLC (Merge) entered into a Development Agreement dated
November 18, 2019, as amended, for the development of property in the Port of Dubuque;
and
Whereas, Merge assigned the Development Agreement to Port of Dubuque by
Assignment dated February 13, 2020; and
Whereas, City, Port of Dubuque and Merge now agree that it is in the best interests
of the parties to terminate the Development Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE IOWA, AS FOLLOWS:
SECTION 1. The Termination Agreement attached here is hereby approved.
SECTION 2. The Mayor is hereby authorized and directed to sign the Termination
Agreement on behalf of the City of Dubuque.
CITY OF DUBUQUE, IOWA
By:
a . Cavan�,,Mayor
ATTEST:
Adrienne N. Breitfelder, City Clerk
Doc ID: 011462570007 Type: GEN
Kind: AGREEMENT
Recorded: 02/04/2026 at 09:57:19 AM
Fee Amt: $47.00 Paqe 1 of 7
Dubuque County Iowa
Ann E. Sweeney Recorder
File2026-0000113
TERMINATION AGREEMENT
Recorder's Cover Sheet
Preparer Information: Barry A. Lindahl 300 Main Street, Suite 330, Dubuque, IA
52001, Tel: 563-589-4381
Taxpayer Information: City of Dubuque 50 W. 13th Street Dubuque, IA 52001
Return Document To: Barry A. Lindahl 300 Main Street, Suite 330, Dubuque, IA
52001, Tel: 563-589-4381
Grantors: Merge, LLC
Grantees: City of Dubuque, a municipal corporation
Legal Description: Lot 2 Adams Company's 5th Addition in the City of Dubuque, Iowa
Nl�Ue C(� Y
tovMic Ow4oPACIt 6) 376,11 10 ,r(CArm
TERMINATION AGREEMENT
OF
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND
MERGE, LLC, DATED NOVEMBER 18, 2019, AS AMENDED, LOT 2 ADAMS
COMPANY'S 5T" ADDITION IN THE CITY OF DUBUQUE, IOWA, ASSIGNED TO PORT
OF DUBUQUE LLC BY ASSIGNMENT OF DEVELOPMENT AGREEMENT DATED
FEBRUARY 13, 2020
a"o1d This Termination Agreement, dated for reference purpose the a day of
EM, is made and entered into by and between the City of Dubuque, Iowa (City), Port
of Dubuque LLC (Port of Dubuque) and Merge, LLC (Merge).
Whereas, the City and Merge entered into a Development Agreement dated
November 18, 2019, as amended; and
Whereas, Merge assigned the Development Agreement to Port of Dubuque by
Assignment dated February 13, 2020; and
Whereas, City, Port of Dubuque and Merge now agree that it is in the best
interests of the parties to terminate the Development Agreement.
NOW, THEREFORE, IT IS AGREED BY AND AMONG THE PARTIES AS
FOLLOWS:
Section 1. City conveyed the Property which is the subject of the Development
Agreement to Merge.
Section 2. On the Closing date, which shall be the 16tt' day of January, 2026,
Port of Dubuque and Merge shall:
(1) Convey the Property to City by Warranty Deed, free and clear of all liens and
encumbrances for no consideration;
(2) Deliver to City a statement showing that all real state taxes on the Property due
and payable in current fiscal year and real estate taxes for fiscal year 2025-
2026 prorated to the date of the Closing;
(3) Deliver to City a release of all easements on the Property;
(4) Deliver to City an instrument conveying all right, title and interest in the
Decorative Panels sold by City to Port of Dubuque;
Section 3. Port of Dubuque and Merge shall save, defend and hold harmless
the City of Dubuque, its officers and employees, from and against any and all claims
arising out of or related to the Development Agreement, including but not limited to
possession and occupation of the Property.
This Section 3 shall survive the Closing.
12292025ba1
Section 4. In consideration for City waiving any rights it may have to declare
Port of Dubuque or Merge in default, Port of Dubuque and Merge waive any and all rights
it may have under Section 15 of the Development Agreement.
Section 5. From and after the Closing, the Development Agreement shall stand
as terminated and no party shall have any rights or obligations to the other parties under
the Development Agreement and the parties hereby waive any and all claims they may
have against the other parties arising out of the Development Agreement.
CITY OF DUBUQUE, IOWA
By: --
ATTEST
Adrienne N. Breitfelder, C y Clerk
DEVELOPER
PORT OF DUBUQUE LLC
A Delaware limited liability company
By: OZ Dubuque LLC
A Delaware limited liability company
Its Manager
By: Merge, LLC
An Iowa limited liability company
Its Manager
Brent Dahlstrom, Manager
12292025ba1
NICT'OK LLC An Iowa limited
company
Its Manager
go
Brent Dahlstrom, Manager
k, eoyj q3cjz�.'
12292025bal
STATE OF IOWA
SS
COUNTY OF DUBUQUE
On this � day of Feb y'c.lc.Y- 20bZ before me the undersigned, a Notary
Public in and for the said County and State, personally appeared Brad M. Cavanagh and
Adrienne N. Breitfelder, to me personally known, who, being by me duly sworn, did say
that they are the Mayor and City Clerk, respectively, of the City of Dubuque, Iowa, a
municipal corporation executing the instrument to which this is attached; that the seal
affixed hereto is the seal of said municipal corporation; that said instrument was signed
and sealed on behalf of the City of Dubuque, Iowa, by authority of its City Council; and
that said Mayor and City Clerk acknowledged the execution of said instrument to be the
voluntary act and deed of said City, by it and by them voluntarily executed.
Notary Public
STATE OF IOWA
COUNTY OF DUBUQUE
,�' �.� TUSDEE LYNN 9LUS
CommtNlon Number 842479
My Comm. Exp.
On this day of �T 20')-�before me the undersigned, a Notary
Public in and for the State of Iowa, personally appeared Brent Dahlstrom, to me personally
known, who, being by me duly sworn, did say that he is Partner & Manager of Merge,
LLC the corporation executing the instrument to which this is attached and that as said
Partner & Manager of Merge, LLC acknowledged the execution of said instrument to be
the voluntary act and deed of said company, by it and by them voluntarily executed.
V
JILL L KRAAYENBRINK
commission Number 797477
my Jut m29 2028p�res
12292025ba1
Prepared by Barry A. Lindahl, Esq. 300 Main St., Ste. 330, Dubuque IA 52001-6944, (563) 583-4113
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 131h St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 32-26
APPROVING THE TERMINATION AGREEMENT OF THE DEVELOPMENT
AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND MERGE, LLC, DATED
NOVEMBER 18, 2019, AS AMENDED, IN THE CITY OF DUBUQUE, IOWA, ASSIGNED
BY MERGE, LLC TO PORT OF DUBUQUE LLC BY ASSIGNMENT OF
DEVELOPMENT AGREEMENT DATED FEBRUARY 13, 2020
Whereas, the City of Dubuque, Iowa (City), Port of Dubuque LLC (Port of
Dubuque) and Merge, LLC (Merge) entered into a Development Agreement dated
November 18, 2019, as amended, for the development of property in the Port of Dubuque;
and
Whereas, Merge assigned the Development Agreement to Port of Dubuque by
Assignment dated February 13, 2020; and
Whereas, City, Port of Dubuque and Merge now agree that it is in the best interests
of the parties to terminate the Development Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE IOWA, AS FOLLOWS:
SECTION 1. The Termination Agreement attached here is hereby approved.
SECTION 2. The Mayor is hereby authorized and directed to sign the Termination
Agreement on behalf of the City of Dubuque.
CITY OF DUBUQUE, IOWA
By:
avan ,_!Mayor
ATTEST:
Adrienne N. Breitfelder, City Clerk
CERTIFICATE of the CITY CLERK
STATE OF IOWA
SS:
COUNTY OF DUBUQUE )
I, Adrienne N. Breitfelder, City Clerk, do hereby certify that I am the duly appointed,
qualified, City Clerk of the City of Dubuque, Iowa, in the County aforesaid, and as such
City Clerk, I have in my possession or have access to the records of the proceedings of the
City Council. I do further state that the hereto attached Resolution No. 32-26 is a true and
correct copy of the original.
In Testimony Whereof, I hereunto set my hand and official seal of the City of Dubuque,
Iowa.
Dated at Dubuque, Iowa, on this 4ch day of February 2026.
Adrienne N. Breitfelder, City Clerk